Director Shareholding

Sainsbury(J) PLC
24 March 2005



24 March 2005

J Sainsbury plc Share Plan 2005: Conditional Award of Ordinary Shares

Sainsbury's is today announcing a conditional award of ordinary shares to management, subject to approval by 
shareholders at the Annual General Meeting on 13 July 2005.


Philip Hampton, Chairman of Sainsbury's said 'The Business Review in 2004 concluded that a major sales led recovery in 
profitability was needed.  I said at that time that we intended to introduce rewards that compensated the senior 
management for delivering this recovery.   We have designed the plan we are announcing today to do just that.

'We have had very constructive discussions with investors and believe that the share plan will align their interests 
with those of the management team.  The underlying principle is to reward strong growth in sales and profitability.  The
awards will have zero value if sales and profits do not grow.   We believe this plan is closely aligned with UK best 
practice and that it will be supported by shareholders at the AGM.

'This is a one-off incentive arrangement, intended to introduce an ownership culture for the new senior management team,
incentivising those who will be responsible for leading and implementing the changes.  Around 1,100 colleagues will 
participate in the scheme, from the chief executive through to supermarket store managers, focused on identical 
targets.'


Grants of the ordinary shares of J Sainsbury plc, will be made and structured as
nil-cost options.  The level of the core award is scaled according to grade.  In
addition there is an opportunity for the executive directors and eligible
operating board members (note 5) to make a personal investment of up to 50% of
salary, which will be added to the core award.  Awards will be made on a
conditional basis today and become unconditional if approved by shareholders at
the AGM in July.


Performance is measured over a four year period from the year ending March 2005 until the year ending March 2009.   
Awards will vest if stretching sales and EPS performance conditions are achieved based on a matrix.  From this matrix a 
performance multiplier will be calculated and applied to both the core award and the personal investment.  The 
performance multiplier is on a sliding scale up to a maximum of five times.  The maximum award will be measured as sales
growth of £2.5 billion, and compound annual growth in EPS of 21%, over the four years.  No awards will vest unless 
threshold levels of real growth in both sales and EPS are achieved.



There is an opportunity for early vesting of up to half the award, if the sales
and EPS performance measures are on-track, at the end of year three (i.e. year
ending March 2008).



If the performance conditions have not been achieved at the end of year four,
the core award will lapse.

Details of Justin King's award under the share plan are as follows:

  Date of Grant    Core Share Award   Personal Share     Maximum Share   First Exercise Date Last Exercise Date
                                        Investment           Award
  24 March 2005        237,508           118,754         1,662,556 (1)     14 May 2008 (2)      23 March 2010

(1)    The maximum share award excludes the personal investment shares
       acquired by Justin King, which must be held for the duration of the plan.

(2)    Following the Preliminary Results announcement in 2008.



It is Justin King's intention to make the maximum personal investment, i.e.
118,754 shares in J Sainsbury plc under the conditions of the share plan.



If the performance conditions are on track to reach the maximum award multiplier
at the end of year three then Justin King's award will become exercisable over a
maximum of 831,278 ordinary shares.



Further details of the share plan, which is subject to shareholder approval,
will be contained in the report and accounts for the year ended 26 March 2005
and included in the Notice of Meeting for the  AGM in July 2005.  Copies of the
share plan rules will also be available for inspection at the company's
registered office at that time.

Notes
1.  Justin King's salary on 24 March 2004 was £675,000 pa.
2.  Justin King will be required to purchase at least half of his personal investment, 59,377 shares, in J Sainsbury plc
    by 7 October 2005 with the balance being purchased by 31 July 2006.  If the shares are not purchased in full by 31  
    July 2006 the personal investment element of the award will lapse.  The purchased shares must be retained for the   
    full four years of the share plan.
3.  Based on share price of 284.2p the mid-market share price averaged over a 90-day period immediately preceding the   
    grant today.

4.  Justin King has agreed to surrender the following options granted under
    the Company's Executive Share Option Plan if shareholders agree the new Plan 
    at the AGM in July 2005, in which these options would lapse on 13 July 2005:

        Date of Grant                Number of shares under option                   Price per share
        27 March 2004                           516,252                                  261.50p
          20 May 2004                           491,355                                  274.75p

5.  The members of the operating board to which the core award and personal investment under the share plan will apply  
    are: Ken McMeikan, Mike Coupe, Stephen Nelson, Jim McCarthy, Imelda Walsh, Hamish Elvidge, Tim Fallowfield and Tim  
    Pile.  Darren Shapland will be entitled to enter the share plan when he joins the company, with a core award of 80% 
    of salary and a maximum personal investment of 50% of salary.  Roger Matthews will not participate in the share     
    plan.
6.  Dividends will accrue on the vested shares during the life of the share plan.  These will be awarded in shares at   
    the point of vesting.
7.  Bob Stack is the Chairman of the Remuneration Committee.  He was appointed to the Board of J Sainsbury plc as a non 
    executive director on 16 December 2004.
8.  This arrangement is particularly designed to reflect the characteristics of the recovery plan and  will not be      
    replicated in future years.



Enquiries:

Investor Relations                                         Media
Lynda Ashton                                               Pip Wood
[phone]                                      [phone]



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